|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | of such Purchaser) or (ii) any material damage or Event of Loss occurs pursuant to
Clauses 3.5 or 3.6 in respect of such Aircraft or (iii) Purchaser has not used all
reasonable commercial efforts to agree to the Lease Novation in respect of such
Aircraft and to consummate the sale and lease novation of such Aircraft or (iv) an
Event of Default occurs under the relevant Lease and the relevant Lessor has
terminated the leasing of such Aircraft. Furthermore, if the parties agree to
substitute a comparable aircraft leased to a comparable lessee and subject to
comparable lease documents and pricing terms in replacement of any Aircraft which
fails to deliver to the Purchaser by the Final Delivery Date, then GECAS will not be
required to make any such Transaction Fee Reimbursement in relation to the Aircraft
so replaced. |